Every 8-K that Dicks Sporting Goods Inc (DKS) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow DKS and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full DKS filings page.
DICK'S Sporting Goods, Inc. (DKS) reported second-quarter 2026 results that reflect the first full-period contribution from the Foot Locker acquisition. Consolidated net sales rose 53.2% to $5.59 billion, but GAAP EPS declined 26% to $3.50, and non-GAAP EPS fell 19% to $3.53, pressured by integration costs, lower margins, and the dilutive impact of 9.6 million new shares issued for Foot Locker.
The core DICK'S Business delivered 4.9% comparable sales growth, while proforma Foot Locker comps fell 3.6%, producing proforma consolidated comparable sales growth of 2.1%. Management revised 2026 guidance to consolidated net sales of $21.9–$22.2 billion, GAAP EPS of $10.94–$11.94 (non-GAAP $11.00–$12.00), and expects the Foot Locker segment to post a full-year operating loss of $80–$40 million. Inventory climbed 63% to $5.57 billion and long-term debt increased 28% to $1.91 billion, partly tied to the acquisition. The board declared a $1.25 quarterly dividend payable September 25, 2026, and the company still has $3.0 billion remaining under share repurchase authorizations.
DICK'S Sporting Goods, Inc. reports the results of its 2026 annual meeting of stockholders held on June 10, 2026. Stockholders elected all eleven director nominees to terms expiring in 2027.
They also approved, on a non-binding advisory basis, the compensation of named executive officers, with 280,925,384 votes for, 2,544,487 against and 130,026 abstentions. Stockholders ratified the appointment of Deloitte & Touche LLP as independent registered public accounting firm for fiscal 2026, with 286,986,978 votes for, 1,550,740 against and 83,368 abstentions.
A stockholder proposal requesting a report on the Company’s women’s rights related business risk and decision framework did not pass, receiving 166,344 votes for, 282,793,235 against and 640,318 abstentions.
DICK'S Sporting Goods reported strong top-line growth for the first quarter ended May 2, 2026, driven by its acquisition of Foot Locker. Net sales rose to $5.16 billion, up 62.7% from a year earlier. GAAP net income increased to $320 million, with diluted EPS of $3.54, up from $3.24.
On a non-GAAP basis, diluted EPS was $2.90, down from $3.37, reflecting Foot Locker acquisition-related costs and integration charges. Proforma comparable sales grew 4.1%, including 6.0% growth for the DICK'S Business and a 0.6% increase for the Foot Locker Business.
The company raised the low end of its 2026 comparable sales outlook for both segments and now projects consolidated net sales of $22.1–22.4 billion and GAAP EPS of $13.27–14.27. The board also declared a quarterly cash dividend of $1.25 per share, payable June 26, 2026 to shareholders of record on June 12, 2026.
DICK'S Sporting Goods, Inc. reported strong top-line growth for fiscal 2025 while absorbing sizable costs from its Foot Locker acquisition. Net sales rose to $17.22 billion, up 28.1%, but GAAP earnings per diluted share declined to $9.97 from $14.05 as operating margin compressed to 6.4%.
On a non-GAAP basis, earnings per diluted share were $13.20, and for the DICK'S Business alone non-GAAP earnings per diluted share increased to $14.58 from $14.05. The newly acquired Foot Locker operations contributed sales but generated a non-GAAP segment loss in 2025 as the company recorded $390.0 million of acquisition-related charges and began a review of unproductive assets.
Management issued a 2026 outlook calling for consolidated net sales of $22.1–22.4 billion and GAAP earnings per diluted share of $13.70–14.70, with consolidated non-GAAP operating income expected at $1.68–1.81 billion. The company plans gross capital expenditures of about $1.7 billion, including continued expansion of House of Sport and DICK'S Field House concepts, and segment-level guidance implies mid-single-digit comparable sales growth across both the DICK'S and Foot Locker Businesses.
The Board declared a quarterly cash dividend of $1.25 per share, payable April 10, 2026, a 3% increase that brings the annualized dividend to $5.00 per share.
Dick's Sporting Goods, Inc. reported that it released its results for the third fiscal quarter ended November 1, 2025, through an earnings press release. The release provides details on the company’s recent operating performance.
The Board of Directors authorized a quarterly cash dividend of $1.2125 per share on both Common Stock and Class B Common Stock, payable on December 26, 2025 to stockholders of record as of December 12, 2025. This continues the company’s practice of returning cash to shareholders.
The company also announced the appointment of Matthew Barnes as President of Foot Locker International, effective December 3, 2025, with further information included in a separate press release.
DICK'S Sporting Goods, Inc. filed an amendment to its Current Report on Form 8-K (Amendment No. 1) that supplies exhibit materials and interactive data. The amendment attaches a consent from KPMG LLP relating to Foot Locker, Inc. financial statements and incorporates by reference audited consolidated financial statements for the three-year period ended February 1, 2025, unaudited interim statements for the twenty-six weeks ended August 2, 2025, and unaudited pro forma condensed combined statements as of August 2, 2025. The filing includes the Cover Page Interactive Data File (inline XBRL) and is signed by Navdeep Gupta on September 18, 2025.
DICK'S Sporting Goods completed an exchange offer on September 11, 2025 allowing eligible holders to swap Foot Locker, Inc.'s 4.000% Senior Notes due 2029 for up to $400,000,000 aggregate principal amount of newly issued DICK'S 4.000% Senior Notes due 2029 and, in certain cases, cash. The exchange offer was unregistered under the Securities Act. Tendered Foot Locker Notes that were accepted will be retired and canceled and will not be reissued; the filing states the aggregate principal amount accepted is shown in a table that is not included in the provided text. The exchange offer expired at 5:00 p.m. New York City time on September 9, 2025. DICK'S also solicited consents on behalf of Foot Locker to adopt proposed amendments to the indenture governing the Foot Locker Notes.
DICK'S Sporting Goods reported the completed merger mechanics with Foot Locker, detailing how Foot Locker equity and awards were converted and paid. Approximately 85.8% of Foot Locker shares elected to receive DICK'S stock and 1.2% elected cash; 12.9% did not make valid elections, including roughly 4.5% owned by DICK'S which were cancelled for no consideration. In-the-money Foot Locker options were cashed out at the excess of the cash consideration over exercise price; out-of-the-money options were cancelled for no consideration. RSU and PSU awards (non-employee directors treated differently) were converted at an exchange ratio of 0.1168 with fractional shares rounded. Total aggregate consideration (excluding award treatments) comprised 9,579,640 million whole shares of DICK'S common stock and $222,961,814.59 in cash, funded from cash on hand. The stock issuance was registered on Form S-4 and the merger agreement is filed as an exhibit.
DICK’S Sporting Goods is providing updated unaudited pro forma financial information that reflects its anticipated acquisition of Foot Locker, now including the fiscal quarter ended August 2, 2025. This follows the company’s earlier launch of an exchange offer for any and all outstanding 4.000% Foot Locker Senior Notes due 2029 in return for up to $400 million aggregate principal amount of new 4.000% Senior Notes due 2029 issued by DICK’S, together with a consent payment.
After receiving the required noteholder consents, Foot Locker entered into a supplemental indenture on June 20, 2025 to adopt amendments that remove most restrictive and certain affirmative covenants and events of default on those notes. The new combined-company pro forma figures are furnished as Exhibit 99.1, and the communication includes an extensive cautionary statement about risks and uncertainties related to the planned transaction and the combined business.
DICK’S Sporting Goods, Inc. filed a current report describing a joint press release with Foot Locker, Inc. announcing preliminary results of Foot Locker shareholders’ elections on the type of consideration they prefer to receive for their Foot Locker common stock in the previously announced acquisition by DICK’S Sporting Goods. These elections typically allow shareholders to choose among forms of payment, such as stock, cash, or a mix, subject to the final terms of the deal. The report does not change the transaction terms but updates the market on how Foot Locker shareholders are initially allocating their choices as the acquisition process continues.
Dick's Sporting Goods, Inc. filed an 8-K to note that it issued a press release with its results for the second fiscal quarter ended August 2, 2025, furnished as Exhibit 99.1.
The company also disclosed that on August 27, 2025, its Board of Directors authorized and declared a quarterly cash dividend of $1.2125 per share on its Common Stock and Class B Common Stock. The dividend will be paid on September 26, 2025 to stockholders of record as of the close of business on September 12, 2025.
Dick's Sporting Goods filed an 8-K reporting a material event concerning a proposed transaction with Foot Locker. The filing attaches a joint press release dated August 26, 2025, and references a registration statement declared effective on July 10, 2025, a final prospectus filed July 11, 2025, and a definitive proxy statement mailed July 11, 2025. The companies note these SEC filings contain important information about the transaction and urge investors to read the registration statement, prospectus and proxy statement available on the SEC website and the companies' investor sites. The filing states additional documents may be filed and emphasizes this communication is not a substitute for the definitive SEC materials.
Dick’s Sporting Goods (DKS) filed an 8-K to update investors on its planned acquisition of Foot Locker. On 23-Jul-2025 the company voluntarily withdrew its Hart-Scott-Rodino (HSR) pre-merger notification, giving the Federal Trade Commission more time to review the deal. DKS will re-submit the HSR form around 25-Jul-2025, triggering a new 30-day waiting period.
Management characterises the withdraw-and-refile as a standard procedural step; no changes to deal terms were announced. Both parties still aim to close the merger in 2H-2025, subject to FTC clearance, Foot Locker shareholder approval, and customary conditions.
- No additional financial metrics or consideration details were provided.
- Timeline effectively slips by roughly one month, keeping regulatory review the key gating item.
Bottom line: the move signals deeper antitrust scrutiny but preserves the strategic rationale and stated closing window.
DICK'S Sporting Goods, Inc. (NYSE: DKS) filed an 8-K to update investors on two key items linked to its pending acquisition of Foot Locker, Inc.: (1) progress on the previously announced exchange offer for Foot Locker’s 4.000% Senior Notes due 2029 and (2) new unaudited pro-forma financials that now include the fiscal quarter ended May 3, 2025.
Exchange Offer & Consent Solicitation. The company reiterated that it is offering to exchange any and all of Foot Locker’s outstanding 4.000% 2029 notes—up to $400 million aggregate principal—for an equal amount of newly issued DICK’S 4.000% 2029 notes. Early tender holders will continue to receive an early-participation premium of $30 in additional DICK’S notes per $1,000 tendered, bringing total consideration to par.
• A press release dated June 23, 2025 (Ex. 99.1) details early participation results and confirms that the premium has been extended to holders who validly tender after the initial deadline.
• In parallel, consents are being solicited to adopt amendments to Foot Locker’s indenture, facilitating a smoother post-merger capital structure.
Updated Pro-Forma Financials. Exhibit 99.2 provides refreshed unaudited pro-forma condensed combined statements covering the year ended February 1, 2025 and the quarter ended May 3, 2025. These schedules give investors an updated view of leverage, revenue mix and earnings power of the combined entity, reflecting the Foot Locker acquisition as if it had closed on the first day of each period presented.
Regulatory & Transaction Process. The filing reiterates that the acquisition remains subject to customary regulatory and shareholder approvals. DICK’S intends to file a Form S-4 containing Foot Locker’s proxy statement/prospectus. No offer to buy or sell securities is being made by this filing.
Investor Takeaways.
- The exchange keeps the 4.000% coupon unchanged, limiting interest-expense creep while aligning covenants with DICK’S capital structure.
- Extending the early-participation premium may accelerate noteholder uptake, reducing execution risk for the transaction’s financing leg.
- Publication of quarter-inclusive pro forma figures enhances transparency and allows analysts to update combined-company models more accurately.